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Schloss Associates v. Arkwin Industries, Inc.

Court of Appeals of the State of New York
Jan 10, 1984
61 N.Y.2d 700 (N.Y. 1984)
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Summary

holding that although New York corporate statute provided an exception from the appraisal remedy for unlawful or fraudulent corporate action, "[a]n action for damages alone will not lie, since this would allow a dissenting shareholder, by merely alleging fraudulent or unlawful corporate conduct, to seek therein the identical relief available to him in appraisal proceedings"

Summary of this case from Fleming v. International Pizza Supply
See 6 Summaries

Opinion

Argued December 14, 1983

Decided January 10, 1984

Appeal from the Appellate Division of the Supreme Court in the Second Judicial Department, ALFRED S. ROBBINS, J.

Eugene R. Scheiman, Stephen F. Selig, Thomas E. Albright and William A. Brandt, Jr., for appellants. Stephen Lowey, Bernard A. Green and Edwin A. Wolf for respondent.

Order reversed, with costs, defendants' motion to dismiss the complaint granted and question certified answered in the negative for reasons stated in the dissenting opinion by Justice GUY J. MANGANO at the Appellate Division ( 90 A.D.2d 149, 153-162).

Concur: Chief Judge COOKE and Judges JASEN, JONES, WACHTLER, MEYER, SIMONS and KAYE.

Summaries of

Schloss Associates v. Arkwin Industries, Inc.

Court of Appeals of the State of New York
Jan 10, 1984
61 N.Y.2d 700 (N.Y. 1984)

holding that although New York corporate statute provided an exception from the appraisal remedy for unlawful or fraudulent corporate action, "[a]n action for damages alone will not lie, since this would allow a dissenting shareholder, by merely alleging fraudulent or unlawful corporate conduct, to seek therein the identical relief available to him in appraisal proceedings"

Summary of this case from Fleming v. International Pizza Supply

adopting dissenting opinion of Mangano, J., at the Appellate Division as Court of Appeals opinion

Summary of this case from Burke v. Jacoby

adopting dissenting opinion of Mangano, J.

Summary of this case from Grace v. Rosenstock

adopting the dissenting opinion of Mangano, J. at the Appellate Division as Court of Appeals opinion

Summary of this case from Berger v. Intelident Solutions, Inc.

limiting dissenting shareholder's right to seek relief outside of appraisal when there is an "identical relief available to him in appraisal proceedings"

Summary of this case from Bingham Consol. Co. v. Groesbeck

In Schloss Assocs. v. Arkwin Indus. (61 N.Y.2d 700, revg on dissenting opn of Justice Mangano 90 A.D.2d 149 [2d Dept. 1982]), that Justice wrote that "the discharge of the majority's fiduciary duty to the minority can be weighed in determining fair value" of a dissenting shareholder's shares in an appraisal proceeding and that "[c]onsequently, an action for damages by a minority shareholder based on the fraudulent or illegal corporate conduct of the majority in discharging its fiduciary duty would be unnecessarily duplicative" (90 A.D.2d, at 161).

Summary of this case from Direct Media/DMI, Inc. v. Rubin
Case details for

Schloss Associates v. Arkwin Industries, Inc.

Case Details

Full title:WALTER J. SCHLOSS ASSOCIATES, Respondent, v. ARKWIN INDUSTRIES, INC., et…

Court:Court of Appeals of the State of New York

Date published: Jan 10, 1984

Citations

61 N.Y.2d 700 (N.Y. 1984)
472 N.Y.S.2d 605
460 N.E.2d 1090

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